MIAMI, Feb. 16, 2021 /PRNewswire/ -- Carnival
Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced
that Carnival Corporation (the "Corporation") has closed its
private offering of $3.5 billion
aggregate principal amount of 5.75% senior unsecured notes due 2027
(the "Unsecured Notes").
The Corporation expects to use the net proceeds from the
offering of the Unsecured Notes to make scheduled principal
payments on debt during 2021 and for general corporate purposes,
including, without limitation, the financing or refinancing of a
portion of the purchase price, rental payments, costs and expenses
related to certain of our current and future property, plant and
equipment (including leased assets and vessels) and their repair,
replacement and improvements, as well as any other payments related
to our vessels' ready-for-sea costs, in each case to the extent
such amounts are not covered by the Corporation's existing and
future export credit facilities.
The Unsecured Notes were offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act") and outside the United
States, only to non-U.S. investors pursuant to Regulation S
under the Securities Act. The Unsecured Notes will not be
registered under the Securities Act or any state securities laws
and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Unsecured Notes or any other
securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such an offer, solicitation or sale
would be unlawful.
PJT Partners is serving as independent financial advisor to
Carnival Corporation & plc.
About Carnival Corporation & plc
Carnival Corporation & plc is one of the world's largest
leisure travel companies with a portfolio of nine of the world's
leading cruise lines. With operations in North America, Australia, Europe and Asia, its portfolio features Carnival Cruise
Line, Princess Cruises, Holland America Line, Seabourn, P&O
Cruises (Australia), Costa
Cruises, AIDA Cruises, P&O Cruises (UK) and Cunard.
Cautionary Note Concerning Factors That May Affect Future
Results
Carnival Corporation and Carnival plc and their respective
subsidiaries are referred to collectively in this press release as
"Carnival Corporation & plc," "our," "us" and "we." Some of the
statements, estimates or projections contained in this press
release are "forward-looking statements" that involve risks,
uncertainties and assumptions with respect to us, including some
statements concerning the financing transactions described herein,
future results, operations, outlooks, plans, goals, reputation,
cash flows, liquidity and other events which have not yet
occurred. These statements are intended to qualify for the
safe harbors from liability provided by Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934. All statements other than statements of historical
facts are statements that could be deemed forward-looking.
These statements are based on current expectations, estimates,
forecasts and projections about our business and the industry in
which we operate and the beliefs and assumptions of our
management. We have tried, whenever possible, to identify
these statements by using words like "will," "may," "could,"
"should," "would," "believe," "depends," "expect," "goal,"
"anticipate," "forecast," "project," "future," "intend," "plan,"
"estimate," "target," "indicate," "outlook" and similar expressions
of future intent or the negative of such terms.
Forward-looking statements include those statements that relate
to our outlook and financial position including, but not limited
to, statements regarding:
- Pricing
- Booking
levels
- Occupancy
- Interest, tax and
fuel expenses
- Currency exchange
rates
|
- Estimates of ship
depreciable lives and residual values
- Goodwill, ship and
trademark fair values
- Liquidity and
credit ratings
- Adjusted earnings
per share
- Impact of the
COVID-19 coronavirus global pandemic on our financial condition and
results of operations
|
Because forward-looking statements involve risks and
uncertainties, there are many factors that could cause our actual
results, performance or achievements to differ materially from
those expressed or implied by our forward-looking statements.
This note contains important cautionary statements of the known
factors that we consider could materially affect the accuracy of
our forward-looking statements and adversely affect our business,
results of operations and financial position. Additionally,
many of these risks and uncertainties are currently amplified by,
and will continue to be amplified by, or in the future may be
amplified by, the COVID-19 outbreak. It is not possible to
predict or identify all such risks. There may be additional
risks that we consider immaterial or which are unknown.
These factors include, but are not limited to, the
following:
- COVID-19 has had, and is expected to continue to have, a
significant impact on our financial condition and operations, which
impacts our ability to obtain acceptable financing to fund
resulting reductions in cash from operations. The current, and
uncertain future, impact of the COVID-19 outbreak, including its
effect on the ability or desire of people to travel (including on
cruises), is expected to continue to impact our results,
operations, outlooks, plans, goals, reputation, litigation, cash
flows, liquidity, and stock price;
- As a result of the COVID-19 outbreak, we may be out of
compliance with one or more maintenance covenants in certain of our
debt facilities, for which we currently have amendments for the
period through November 30, 2021 with
the next testing date of February 28,
2022;
- World events impacting the ability or desire of people to
travel have and may continue to lead to a decline in demand for
cruises;
- Incidents concerning our ships, guests or the cruise vacation
industry as well as adverse weather conditions and other natural
disasters have in the past and may, in the future, impact the
satisfaction of our guests and crew and lead to reputational
damage;
- Changes in and non-compliance with laws and regulations under
which we operate, such as those relating to health, environment,
safety and security, data privacy and protection, anti-corruption,
economic sanctions, trade protection and tax have in the past and
may, in the future, lead to litigation, enforcement actions, fines,
penalties, and reputational damage;
- Breaches in data security and lapses in data privacy as well as
disruptions and other damages to our principal offices, information
technology operations and system networks, including the recent
ransomware incidents, and failure to keep pace with developments in
technology may adversely impact our business operations, the
satisfaction of our guests and crew and may lead to reputational
damage;
- Ability to recruit, develop and retain qualified shipboard
personnel who live away from home for extended periods of time may
adversely impact our business operations, guest services and
satisfaction;
- Increases in fuel prices, changes in the types of fuel consumed
and availability of fuel supply may adversely impact our scheduled
itineraries and costs;
- Fluctuations in foreign currency exchange rates may adversely
impact our financial results;
- Overcapacity and competition in the cruise and land-based
vacation industry may lead to a decline in our cruise sales,
pricing and destination options; and
- Inability to implement our shipbuilding programs and ship
repairs, maintenance and refurbishments may adversely impact our
business operations and the satisfaction of our guests.
The ordering of the risk factors set forth above is not intended
to reflect our indication of priority or likelihood.
Forward-looking statements should not be relied upon as a
prediction of actual results. Subject to any continuing
obligations under applicable law or any relevant stock exchange
rules, we expressly disclaim any obligation to disseminate, after
the date of this document, any updates or revisions to any such
forward-looking statements to reflect any change in expectations or
events, conditions or circumstances on which any such statements
are based.
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SOURCE Carnival Corporation & plc